| | STOCK PURCHASE AGREEMENT | Exhibit 4.4
| | ------------------------ | -----------

THIS STOCK PURCHASE AGREEMENT (this Agreement) is made and entered into this
12th day of June, 2003 by and among Crystal America, Inc., a company
organized under the laws of the State of Delaware (the Purchaser), IntraComp Group Incorporated,
a corporation organized under the laws of the State of Indiana (the Company) and the individuals listed on
Schedule A attached hereto (the Stockholders)
who own, collectively, forty-seven percent (47%) of the issued and outstanding
shares of common stock of the Company.

WHEREAS, Crystal Systems Solutions, Ltd.,
which is an affiliate of Purchaser and a company organized under the laws of
the State of Israel (Crystal), Stockholders and the Company are parties to a
certain Stock Purchase Agreement dated June 2, 2000, pursuant to which Crystal
purchased 52% of the issued and outstanding shares of common stock of the
Company from the Stockholders (the Original
Agreement).  After the
closing of the Original Agreement, Crystal purchased additional shares from the
Company which increased its total ownership interest in the Company to 53% of
the issued and outstanding shares of common stock;

WHEREAS,the Company engages in the business
of using software tools and methodologies to provide software and data
migration services to clients, including the migration from certain legacy
systems to modern systems, such as Bull migration projects, all as more fully
set forth in this Agreement; and

WHEREAS,
the parties hereto wish to provide for the acquisition by the Purchaser of all
remaining shares and securities of the Company owned by the Stockholders (the Acquisition), and the Stockholders desire
to sell such securities to the Purchaser, all in accordance with the terms and
conditions set forth in this Agreement.

NOW,
THEREFORE, in consideration of the mutual
representations, warranties, covenants and agreements contained herein, the
parties hereto agree as follows:

1.          ACQUISITION

1.1.          Purchase
of Shares from the Stockholders. At the Closing (as that
term is defined herein), the Purchaser shall purchase from each Stockholder and
each Stockholder shall sell to the Purchaser the number of shares of the
Company set forth opposite such Stockholders name on Schedule Aattached
hereto (all such shares purchased hereunder shall equal 47% of the issued and
outstanding shares of the Company and are referred to herein as the Purchased Shares) for the consideration
and upon the terms and conditions hereinafter set forth.

1.2.          Payment
of Purchase Price to the Stockholders.  In consideration of
the sale of the Purchased Shares, the Purchaser shall pay to each Stockholder
an amount per share (the Per Share Consideration) multiplied by the number of
Purchased Shares sold by each such Stockholder.  The Per Share Consideration shall be calculated based upon the
cumulative earnings before interest and taxes generated from the Companys Core
Business Segment (as defined below) (the S-EBIT)
during the three years ending December 31, 2003, December 31, 2004 and December
31, 2005 (the Three Years S-EBIT)
calculated with adjustments in accordance with Section 1.3.  The term Companys
Core Business Segment as used in this Agreement means (i) Bull
migration services performed anywhere in the world, including migration
services from Bull to other computer platforms; (ii) all add-on business with
current and past customers of the Company, and (iii) any new business generated
in North America that is not a result of sales leads provided by the
Purchasers sales force or personnel.

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| | 1.2.1.     If
  the Three Years S-EBIT shall be less than or equal to $3,000,000, then the
  Per Share Consideration shall be equal to (i) 30% of the Three Years S-EBIT;
  divided by (ii) 333.12 (the number of Purchased Shares).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 1.2.2.     If
  the Three Years S-EBIT shall exceed $3,000,000 but be less or equal to
  $4,000,000, then the Per Share Consideration shall be equal to the quotient
  obtained by dividing (A) the sum of $900,000 plus 40% of the difference
  between the Three Years S-EBIT and $3,000,000, by (B) 333.12.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 1.2.3.     If
  the Three Years S-EBIT shall exceed $4,000,000 but be less or equal to
  $5,000,000, then the Per Share Consideration shall be equal to the quotient
  obtained by dividing (A) the sum of $1,300,000 plus 50% of the difference between
  the Three Years S-EBIT and $4,000,000 by (B) 333.12.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 1.2.4.     If
  the Three Years S-EBIT shall exceed $5,000,000 but be less or equal to
  $6,000,000, then the Per Share Consideration shall be equal to the quotient
  obtained by dividing (A) the sum of $2,500,000 plus 60% of the difference
  between the Three Years S-EBIT and $5,000,000, by (B) 333.12.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 1.2.5.     If
  the Three Years S-EBIT shall exceed $6,000,000 then the Per Share
  Consideration shall be equal to the quotient obtained by dividing (A) the sum
  of $3,600,000 plus 60% of the difference between the Three Years S-EBIT and
  $6,000,000, by (B) 333.12.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 1.3.          Calculation
  of Three Years S-EBIT.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 1.3.1.     Support
  for Three Years S-EBIT.  The Company shall deliver to the Purchaser
  and Stockholders a statement of income of the Company, prepared in accordance
  with the past practices of the Company (an Annual
  Statement) for the twelve month periods ending December 31, 2003,
  2004 and 2005, and an S-EBIT calculation based on each Annual Statement (the S-EBIT Report) following the  rules and guidelines prescribed in Schedule
  1.3attached hereto.  Each Annual
  Statement and S-EBIT Report shall be delivered to the Purchaser and Stockholders
  within forty-five (45) days following the end of each year.  The sum of the Companys S-EBIT identified
  in each S-EBIT Report for 2003, 2004 and 2005 shall be identified in the
  S-EBIT Report for 2005 (the Final S-EBIT
  Report) and shall equal the Three Years EBIT.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 1.3.2.     Dispute
  Related to S-EBIT. 
  In the event the Stockholders acting through Mr. Robert Ruetz as their
  designated representative (the Stockholder
  Representative), objects to an S-EBIT Report, Stockholder
  Representative shall provide Purchaser with a written notice of such
  objection within fifteen (15) business days after receiving the S-EBIT Report
  (the S-EBIT Objection).  If no S-EBIT Objection is given within
  such 15 business day period, the Stockholders shall be deemed to have no
  objection to the S-EBIT Report for that year, and such report shall be
  binding on the parties hereto for purposes of calculating the Three Years
  S-EBIT.  The parties shall negotiate
  in good faith to resolve any disputes related to any S-EBIT Report as
  promptly as practicable.  If the
  parties are unable to resolve all disputes relating to a S-EBIT Report within
  15 calendar days of receipt by Purchaser of a S-EBIT Objection, then the
  Purchaser and the Stockholder Representative shall each select a nationally
  recognized certified public accounting firm, which two firms shall together
  select a third and independent certified public accounting firm (the Independent Accountant) to resolve each
  dispute.  The parties shall be
  entitled to provide the Independent Accountant with supporting documentation
  in connection with the resolution of each dispute related to the calculation
  of S-EBIT in a S-EBIT Report.  The
  Independent Accountant shall, within 45 calendar days of its engagement,
  provide a final and conclusive resolution of all unresolved disputes and
  shall conform the S-EBIT Report which shall be binding on the parties
  hereto.  The fees and expenses of the
  Independent Accountant shall be borne in equal parts by the Stockholders, on
  the one hand, and the Purchaser, on the other hand; provided, however, that if
  the S-EBIT determined by the Independent Accountant exceeds or is less than
  the S-EBIT delivered by Purchaser or Stockholders by more than twenty percent
  (20%), then the fees and expenses of the Independent Accountant shall be
  borne by Purchaser/Stockholders, as suitable.

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2.          REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS.  The Stockholders each individually represent
and warrant that, as of the date hereof:

2.1.     Ownership
of Stock.     Each
Stockholder is the sole record and beneficial owner, free and clear of any
lien, claim or encumbrance, of all of the Purchased Shares set forth opposite
his or her name on Schedule A hereto. 
Upon the sale of the Purchased Shares to the Purchaser, the Purchaser
will receive good title to the Purchased Shares, free and clear of all liens,
claims or encumbrances and shall be the sole owner of all shares and securities
issued by the Company or promised to be issued. Except for certain outstanding
debt obligations owed to the Stockholders by Company totaling $493,863 plus
accrued interest, there are no options, warrants, rights, contracts,
subscriptions, commitments or undertakings of any kind granted to the
Stockholders which are currently outstanding related to the purchase or sale of
any of the Purchased Shares or other securities of the Company.  The Purchased Shares constitute the entire
equity interest of the Stockholders in the Company immediately prior to the
Closing. To the best of each Stockholders knowledge, no shares, warrants or
any other kind of securities or instruments convertible into shares of the
Company were promised to, or are held by, any third parties except for the
Stockholders and Crystal.

2.2.     Consents.     The
execution, delivery and performance by the Stockholders of this Agreement and
the performance of the transactions contemplated by this Agreement, do not
require the authorization, consent, approval, certification, license or order
of any third party.  This Agreement
constitutes a valid and binding agreement of the Stockholders, enforceable in
accordance with its terms.

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2.3.     Changes
in Condition.     To each
Stockholders best knowledge, since December 31, 2002, the Company has
conducted its business only in the ordinary course  consistent with prior practice, and has not since that date: (i)
incurred any obligation or liability, absolute, accrued, contingent or
otherwise, whether due or to become due, except current liabilities incurred in
the ordinary course of business and consistent with its prior practice, none of
which liabilities in any case or in the aggregate, which would have a material
adverse effect on the Companys business, properties, assets, results of
operations or financial condition (Material Adverse Effect); (ii) mortgaged,
pledged or subjected to a lien, charge, security interest or other material
encumbrance or restriction on any of its property, business or assets, whether
tangible or intangible; (iii) sold, transferred, leased to others or otherwise
disposed of any of its assets, canceled or compromised any material debt or
claim, or waived or released any right of substantial value, in each case
except in the ordinary course of business; (iv) received any notice of
termination of any contract, lease or other agreement or suffered any damage,
destruction or loss which, in any case or in the aggregate, has had a Material
Adverse Effect; (v) made any change in the rate of compensation or direct or
indirect remuneration payable, or paid or agreed or orally promised to pay,
conditionally or otherwise, any bonus, extra compensation, pension or severance
or vacation pay to any shareholder, director, officer of the Company or
employee, salesman, distributor or agent of the Company, except in the ordinary
course of business and consistent with prior practice; (vi) made any change,
entered into agreement or suffered any change, event or condition, which, in
any case or in the aggregate, has had or reasonably may be expected to have a
Material Adverse Effect, including, without limitation, any change in the
Companys revenues, costs, backlog or relations with its employees, agents, customers,
prospects or suppliers.

2.4.     Accuracy
of Information.     No
representation or warranty made by the Stockholders pursuant to this Agreement
or in the financial statements of the Company provided to Purchaser, contains any
untrue statement of a material fact, or omits to state a material fact
necessary to make the statements contained therein not misleading.

3.          REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER.     The
Purchaser represents and warrants to the Stockholders that:

3.1.     Organization.  The Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware, and has the necessary power to carry on its business as currently
conducted.

3.2.     Corporate
Power.     The
Purchaser has the necessary corporate power to enter into this Agreement and
any agreements referenced herein and to carry out its obligations hereunder or
thereunder.  The execution and delivery
of this Agreement and any other agreement contemplated herein, and the
consummation of the transactions contemplated hereby and thereby have been duly
authorized, and no other proceedings on the part of the Purchaser are necessary
to authorize this Agreement and the consummation of the transactions
contemplated hereby and thereby.

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3.3.     Consents.     The
execution, delivery and performance by the Purchaser of this Agreement and the
performance of the transactions contemplated by this Agreement, do not require
the authorization, consent, approval, certification, license or order of any
third party.  This Agreement constitutes
a valid and binding agreement of the Purchaser, enforceable in accordance with
its terms.

3.4.     Accuracy
of Information.     No
representation or warranty made by the Purchaser pursuant to this Agreement or
in the financial statements of the Company provided to Purchaser, contains or
will contain any untrue statement of a material fact, or omits or will omit to
state a material fact necessary to make the statements contained therein not
misleading.

4.          PAYMENT
OF THE PURCHASE PRICE.

4.1.     On
August 30, 2004, Purchaser shall deliver to each Stockholder a down payment, in
an amount equal to the Per Share Consideration calculated through June 30,
2004, due to each Stockholder in accordance with the terms of Section 1 above
(the Down Payment).  The Down Payment shall be calculated on the
basis of the Companys S-EBIT accrued from January 1, 2003 through June 30,
2004.  The Companys S-EBIT shall be
calculated in accordance with the guidelines applicable to the Three Years
S-EBIT under Section 1.3.  As a
condition to an individual Stockholders receipt of the Down Payment, such
Stockholder must provide Purchaser with a bank guarantee, payable upon
Purchasers demand, valid through February 28, 2006 (after which time it may
automatically be cancelled provided that any amounts due hereunder from each
Stockholders to the Purchaser were fully paid), in an amount equal to 75% of
his/her Down Payment.  For example, if
the Companys S-EBIT for such period of 18 months is $3,000,000, Purchaser shall
pay the Stockholders a total Down Payment in an amount equal to 30% x
$3,000,000 and each of the shareholders shall provide Purchaser with a bank
guarantee for an amount equal to 75% of the amount of the Down Payment he/she
receives.  On February 28, 2006,
Purchaser shall deliver to each Stockholder the Per Share Consideration based
on the Final S-EBIT Report, multiplied by the number of such Stockholders
Purchased Shares (for each Stockholder, the Total
Consideration), less the amount of the Down Payment paid to each
Stockholder hereunder.  In the event
that the amount of the Down Payment paid to a Stockholder is higher than the
Total Consideration due to such Stockholder, the Stockholder shall remit the
surplus funds to the Purchaser immediately upon Purchasers request.

4.2.     Purchaser
shall remit payments due to the Stockholders hereunder by delivering either
certified or cashiers checks or immediately available wire transferred funds.

4.3.     As
a condition to Closing, Stockholders shall have received a guaranty from
Crystal (as defined in the recitals to this Agreement) in the form attached
hereto as Exhibit A (the Guaranty),
guaranteeing the full payment by Company of all obligations under the Notes (as
defined in Section 5.5 below) and the full payment and performance by Purchaser
of all of its obligations under this Agreement, including without limitation
all payment obligations under Sections 4.1 and 4.2 of this Agreement.

-5-

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5.          ADDITIONAL
COVENANTS

5.1.     The Purchasers Right to Proceed.  If, at the Closing, any Stockholder fails or
refuses to deliver to the Purchaser any of the Purchased Shares or is for any
reason prevented from doing so, the Purchaser shall have no obligation to
consummate the Acquisition (and thus deliver any cash hereunder), but the
Purchaser shall have the right to complete the transactions contemplated hereby
with the other Stockholders if it elects to do so.

5.2.     Regulatory Filings.  The Purchaser and the Stockholders shall
take all such actions as shall be reasonably necessary and will file and use
their best efforts to have declared effective or approved, all documents and
notifications with any regulatory authority reasonably necessary or
appropriate, in the opinion of the Purchaser and its counsel and in the opinion
of the Stockholders and their counsel, for the consummation of the transactions
contemplated hereby, if any.

5.3.     Non-Competition. Each Stockholder
agrees that, for a period commencing on the signing of this Agreement and
ending two years from the later of (a) the date hereof, or (b) the date
Stockholder terminates employment or ceases providing services to the Company,
such Stockholder shall not (i) own, operate or perform services (as advisor or
otherwise) for any person, firm, corporation, business or other organization or
enterprise engaged in the business of performing migration/conversion services
for clients or selling conversion tools which compete with the services or
tools of the Company or Purchaser anywhere within the United States (the Business), or (ii) interfere with,
disrupt or attempt to disrupt the relationship between the Company, Purchaser
or any entity controlled by them, on the one hand, and any of their then
existing licensors, licensees, customers, suppliers, employees or consultants,
to the extent such relationship relates to the Business, on the other hand. The
foregoing shall not derogate from the provisions of each Stockholder pursuant
to her or his employment agreement or other agreement with the Company.

| | 5.3.1.     It
  is the desire and intent of the parties that the provisions of this Section
  5.3 shall be enforced to the fullest extent permissible under the laws and
  public policies applied in each jurisdiction in which enforcement is
  sought.  Accordingly, if any
  particular portion of this Section 5.3 shall be adjudicated to be invalid or
  unenforceable, this Section 5.3 shall be deemed amended to delete therefrom
  the portion thus adjudicated to be invalid or unenforceable, such deletion to
  apply only with respect to the operation of this Section in the particular
  jurisdiction in which such adjudication is made.  If there is a breach or threatened breach of the provisions of
  this Section 5.3, the Company shall be entitled to seek an injunction
  restraining any of the Stockholders from such breach.  Nothing herein shall be construed as
  prohibiting the Company or the Purchaser from pursuing any remedies for such
  breach or threatened breach.                                                                                                                                                                                                                                   
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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 5.3.2.Notwithstanding
  anything to the contrary contained herein or in any other agreement
  contemplated herein, the non-competition covenant of the Stockholders shall
  immediately terminate and be of no force or effect (i) upon a breach of any
  payment obligation of the Company owed under Section 5.5 hereof or under the
  Employment Agreement (as defined in Section 7.2 below), or of the Purchaser
  under this Agreement, provided that the Company or Purchaser (as the case may
  be) has been given written notice of such breach and fails to cure such
  breach within ten (10) business days; and (ii) upon the failure of Purchaser
  to cure any non-payment breach within thirty (30) days after Stockholders
  provide Purchaser with a notice of such breach.  It is hereby clarified, that a dispute over the calculation of
  S-EBIT shall not be considered a breach of payment obligation, unless the
  dispute was determined in accordance with Section 1.3.2 above and Purchaser
  failed to comply with such resolution. 
  The termination of the non-competition covenants hereunder shall not
  affect any other right or remedy that the Stockholders may have to enforce
  all terms of this Agreement.

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5.4.     Board
of Directors. 
Purchaser hereby agrees to appoint Robert Ruetz to the Board of
Directors of Company to serve in such position until, at least, January 1,
2006.  After Closing through January 1,
2006, the Companys Board of Directors shall consist of three members.  All other Stockholders who are members of
the Companys Board of Directors shall submit their resignation letter at the
Closing. After January 1, 2006, the Companys shareholders shall be entitled to
remove or nominate members to the Companys board of directors at its sole
discretion.

5.5.     Repayment
of Loan. 
The Company shall pay each Stockholder all payments of principal and
interest under the promissory notes made by Company in favor of each
Stockholder dated May, 2001 (collectively, the Notes).  Payment will be made as follows:

| | (i)      $275,000 will be paid within seven (7) days
  following the Closing; and                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                      
| | (ii)     Any and all remaining principal and accrued
  but unpaid interest under the Notes shall be paid in cash, in full, on
  December 31, 2003.  The parties
  acknowledge that interest will continue to accrue after Closing under the
  Notes until all principal and interest is paid in full.

Each Stockholder
shall receive the percentage of the payments made on account of the Notes
hereunder as set forth on Schedule B hereof.

5.6.     Intellectual
Property Agreements.  Within thirty (30) days after the Closing Date, the Company will
cause each employee or consultant of the Company who has not already done so,
to enter into an agreement with the Company, which provides that: (i) any
intellectual property, whether registered or not, including but not limited to
patents, trademarks, service marks or copyrights (including, without
limitation, rights of attribution and integrity) and other innovations,
intellectual property rights, and applications or registrations therefore
(Intellectual Property), produced by such employee or consultant within the
scope of his or her employment with the Company is the sole property of the
Company; (ii) such employee agrees that all software and Intellectual Property
that he or she develop as a result of provision of services to the Company
shall become the exclusive property of the Company; and (iii) such employee
acknowledges that for copyright purposes all such Intellectual Property shall
constitute works made for hire under applicable law and that if for any
reason such Intellectual Property does not qualify as a work made for hire, she
or he assign and agree to assign to the Company the copyright(s) therein.

-7-

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5.7.     Amendment
of Articles of Incorporation. The parties
acknowledge that the Company may file amended Articles of Incorporation with
the Indiana Secretary of State after Closing.

5.8.     Non-Interference.  During the Three Years S-EBIT period,
Purchaser and Crystal agree to refrain from 
foiling the Companys pursuit of business constituting the Core Business
Segment and will not directly or indirectly perform bull migration services
through any entity other than the Company without the prior consent of Robert
Ruetz.

6.          [Intentionally
Omitted].

7.          CLOSING.

7.1.     Closing
Date.  The
closing of the Acquisition hereunder (the Closing),
shall take place simultaneously with the execution of this Agreement at the
offices of Barnes & Thornburg, 100 North Michigan Street, South Bend, Indiana  46601 on June 12th, 2003, or at
such other time and place mutually agreed upon by the Purchaser and the
Stockholders (the Closing Date).

7.2.     Closing
Deliveries. 
At the Closing, (i) the Stockholders shall deliver to the Purchaser
stock certificates representing the Purchased Shares duly endorsed in blank (or
with a stock power duly endorsed in blank attached), in proper form for
transfer, (ii) Robert Ruetz and the Company shall enter into an employment
agreement in a form acceptable to such parties (Employment Agreement); and
(iii) Purchaser shall cause the Company to make all payments required under
Section 5.5(i) hereof.

8.          [Intentionally
Omitted].

9.          GENERAL
PROVISIONS

9.1.     Press
Release and Public Announcement.  Neither the Company, the Purchaser nor the
Stockholders shall issue any press release or make any public announcement
relating to the subject matter of this Agreement except as provided herein.  The Purchaser shall consult with the Company
and the Stockholders prior to issuing a press release with respect to the
subject matter of this Agreement, provided that the Purchaser may make any
public disclosure it believes in good faith is required by applicable law or
regulations or rules of the NASDAQ Stock Market.

9.2.     Entire
Agreement. 
Except as specifically provided herein, this Agreement and the
agreements attached as Exhibits hereto constitute the entire agreement among
the parties hereto and supersede any prior understandings, agreements or
representations by or among the parties hereto, written or oral, to the extent
they related in any way to the subject matter hereof and thereof.
Notwithstanding the foregoing, any representations and/or warranties of the
Stockholders made under the Original Agreement, to the extent such
representations and/or warranties have not expired, shall not be affected by
this Agreement.

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9.3.     Succession
and Assignment. 
This Agreement shall be binding upon and inure to the benefit of the
parties named herein and their respective successors and permitted
assigns.  No party may assign either this
Agreement or any of his or its rights, interests, or obligations hereunder
without the prior written approval of the other parties; provided, however,
that the Purchaser may (i) assign any or all of its rights and interests
hereunder to one or more of its affiliates and (ii) designate one or more of
its affiliates to perform its obligations hereunder (in any or all of which
cases, the Purchaser nonetheless shall remain responsible for the performance
of all of its obligations hereunder).

9.4.     Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.

9.5.     Notices.  All notices, requests, demands, claims, and
other communications hereunder will be in writing and shall be effective when
delivered at the address specified below. 
Any notice, request, demand, claim or other communication hereunder
shall be given (a) by hand delivery, (b) by registered or certified mail,
return receipt requested, postage prepaid or (c) by Federal Express or similar
nationally recognized carrier.

|If to the
  Purchaser: | Crystal
  Systems Solutions Ltd.
  8 Maskit Street
  Herzliya, Israel 46120
  Attention: Yael Peretz
|---------------------- | ----------------------------------------------------------------------------------------------------
|                       |                                                                                                     
|If to
  Stockholders:  | c/o Robert
  R. Ruetz
  Georgetown Atrium
  52303 Emmons Road
  South Bend, IN 46637                

Any party may
send any notice, request, demand, claim, or other communication hereunder to
the intended recipient at the address set forth above using any other means
(including personal delivery, expedited courier, messenger service, telecopy,
telex, ordinary mail, or electronic mail), but no such notice, request, demand,
claim, or other communication shall be deemed to have been duly given until the
earlier of: (i) the date it actually is received by the intended recipient, or
(ii) the date upon which receipt of confirmation of delivery is
documented.  Any party may change the
address to which notices, requests, demands, claims, and other communications
hereunder are to be delivered by giving the other parties notice in the manner
herein set forth.

9.6.     Governing
Law.  This
Agreement shall be governed by and construed in accordance with the domestic
laws of the State of New York without giving effect to any choice or conflict
of law provision or rule (whether of the State of New York or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New York.

-9-

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9.7.Amendments
and Waivers.  No
amendment of any provision of this Agreement shall be valid unless the same
shall be in writing and signed by the parties hereto.  No waiver by any party of any default, misrepresentation or
breach of warranty or covenant hereunder, whether intentional or not, shall be
deemed to extend to any prior or subsequent default, misrepresentation or
breach of warranty or covenant hereunder or affect in any way any rights
arising by virtue of any prior or subsequent such occurrence.

9.8.     Severability.
 Any term or provision of this Agreement
that is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction; provided, however, that in
the event that the terms and conditions of this Agreement are materially
altered as a result of this paragraph, the parties hereto will renegotiate the
terms and conditions of this Agreement to resolve any inequities.

9.9.     Additional
Provisions. 
All representations and warranties made by any party pursuant to this
Agreement shall survive the Closing and remain effective until twelve (12)
months after the Closing Date, except that the representations and warranties
set forth in Sections 2.1 and 3.2 of this Agreement shall survive until the
expiration of the period of the applicable statute of limitations but not less
than seven years. The capitalized terms in the schedules and exhibits of this
Agreement shall have the same meaning ascribed to them in this Agreement.

9.10.     Specific
Performance.  Each of the
parties acknowledges and agrees that the other party would be damaged
irreparably in the event any of the provisions of this Agreement are not
performed in accordance with their specific terms or otherwise are
breached.  Accordingly, each of the
parties agrees that the other party shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically this Agreement and the terms and provisions hereof in any
action instituted in any court of the United States or any state thereof having
jurisdiction over the parties and the matter, in addition to any other remedy
to which they may be entitled, at law or in equity.

-10-

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IN
WITNESS WHEREOF, the Purchaser and the Stockholders have caused this Agreement
to be signed, all as of the date first written above.

|PURCHASER                              |  | COMPANY                    
|-------------------------------------- |  | ---------------------------
|                                       |  |                            
|CRYSTAL AMERICA, INC.                  |  | INTRACOMP GROUP NCORPORATED
|                                       |  |                            
|By:                                    |  |                            
|                                       |  |                            
|                                       |  |                            
|Title:                                 |  |                            
|                                       |  |                            
|                                       |  |                            
|CRYSTAL                                |  | THE STOCKHOLDERS:          
|(for purposes of Sections 4.3 and 5.8) |  |                            
|By:                                    |  |                            
|                                       |  |                            
|                                       |  |                            
|Tite:                                  |  |                            
|                                       |  |                            
|                                       |  |                            
|                                       |  |                            
|                                       |  | Donald L.
  Groch          
|                                       |  |                            
|                                       |  |                            
|                                       |  | Ruediger W. Kappe          
|                                       |  |                            
|                                       |  |                            
|                                       |  | Linda L.
  Podlin          
|                                       |  |                            
|                                       |  |                            
|                                       |  | Gregory J.
  Podlin        
|                                       |  |                            
|                                       |  |                            
|                                       |  | Matthew G.
  Podlin        
|                                       |  |                            
|                                       |  |                            
|                                       |  | Carl R.
  Shepley          
|                                       |  |                            
|                                       |  |                            
|                                       |  | Elaine M.
  Sizemore       

-11-

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SCHEDULE A

STOCKHOLDERS OF THE COMPANY

|   | Stockholder                                     |  | Address |  | Purchased
  Shares |  | Stock Certificates                                  
|-- | ----------------------------------------------- |  | ------- |  | ------------------ |  | ----------------------------------------------------
|   |                                                 |  |         |  |                    |  |                                                     
|1. | ROBERT R.
  RUETZ                               |  |         |  | 109.44             |  | Certificates 21 and 23                              
|   |                                                 |  |         |  |                    |  |                                                     
|2. | DONALD L.
  GROCH                               |  |         |  | 54.72              |  | Certificates 17 and 24                              
|   |                                                 |  |         |  |                    |  |                                                     
|3. | RUEDIGER W. KAPPE                               |  |         |  | 54.72              |  | Certificates 18 and 25                              
|   |                                                 |  |         |  |                    |  |                                                     
|4. | GERALD B.
  PODLIN 
  (beneficiaries of estate) |  |         |  |                    |  |                                                     
|   |                                                 |  |         |  |                    |  |                                                     
|   | A.  LINDA PODLIN                                |  |         |  | 18.24              |  | Uncertificated - 1/3 from 
  Certificates 19& 26    
|   |                                                 |  |         |  |                    |  |                                                     
|   | B.  MATTHEW PODLIN                              |  |         |  | 18.24              |  | Uncertificated - 1/3 from 
  Certificates 19 and  26
|   |                                                 |  |         |  |                    |  |                                                     
|   | C.  GREGORY PODLIN                              |  |         |  | 18.24              |  | Uncertificated - 1/3 from 
  Certificates 19 and  26
|   |                                                 |  |         |  |                    |  |                                                     
|5. | CARL R.
  SHEPLEY                               |  |         |  | 54.72              |  | Certificates 20 and 27                              
|   |                                                 |  |         |  |                    |  |                                                     
|6. | ELAINE M.
  SIZEMORE                            |  |         |  | 4.8                |  | Certificate No. 22                                  

---

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SCHEDULE B

Repayment of Loan

|   | Stockholder                                             |  | Amount payable at 
  the Closing |  | Percentage of 
  Future Payments 
  for Note to 
  Stockholders
|-- | ------------------------------------------------------- |  | -------------------------------- |  | ---------------------------------------------------------------
|   |                                                         |  |                                  |  |                                                                
|1. | ROBERT R.
  RUETZ                                       |  | $90,345.75                       |  | 32.853%                                                        
|   |                                                         |  |                                  |  |                                                                
|2. | DONALD L.
  GROCH                                       |  | $45,172.87                       |  | 16.4265%                                                       
|   |                                                         |  |                                  |  |                                                                
|3. | RUEDIGER W. KAPPE                                       |  | $45,172.87                       |  | 16.4265%                                                       
|   |                                                         |  |                                  |  |                                                                
|4. | GERALD B.
  PODLIN (c/o 
  of beneficiaries of estate): |  |                                  |  |                                                                
|   |                                                         |  |                                  |  |                                                                
|   | A.  MATTHEW PODLIN                                      |  | $22,586.44                       |  | 8.21325%                                                       
|   |                                                         |  |                                  |  |                                                                
|   | B.  GREGORY PODLIN                                      |  | $22,586.44                       |  | 8.21325%                                                       
|   |                                                         |  |                                  |  |                                                                
|5. | CARL R.
  SHEPLEY                                       |  | $45,172.87                       |  | 16.4265%                                                       
|   |                                                         |  |                                  |  |                                                                
|6. | ELAINE M.
  SIZEMORE                                    |  | $3,962.75                        |  | 1.441%                                                         

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Schedule 1.3

|1. | S-EBIT (as
  defined in Section 1.2 of the Agreement) for the calendar years ending
  December 31, 2003, 2004 and 2005, shall be calculated in accordance with
  Section 1.3 of the Agreement and this Schedule.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | The S-EBIT
  Reports shall include all expenses incurred applicable to the Companys Core
  Business Segment.  Since it is
  expected that the Company shall be generating revenues from new business
  segments, the Companys accounting system shall be adapted to handle and
  report all operating activities, while providing separate reports for these
  business segments.  Certain costs may
  be allocated between business segments, according to a pre-agreed factor, as
  long as all relevant costs are allocated, including, but not limited to:
  salary costs, bonuses, commissions, rent, marketing, G&A etc.                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3. | The Company
  will  prepare and provide a copy of
  the S-EBIT Report to Purchaser and Stockholders within forty-five (45) days
  following the end of each year during the earn-out period, as well as an
  S-EBIT Report on or before August 15, 2004 for the Companys S-EBIT accrued
  from January 1, 2003 through June 30, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4. | If, at the
  end of the 2005 calendar year, the Company did not issue an invoice for work
  or services performed due to holdback payments or warranty payments, where
  the customer indicated that such amounts will be paid after the holdback
  period, the amount payable to the Company for such work or services shall be
  included in the S-EBIT, after deduction of corresponding expenses and costs
  related to the relevant work/services (if any).  In the event the Company has (a) performed services for a
  customer and not recognized revenues for such services as of the end of a
  calendar year, or (b) recognized revenues from a customer for services that
  have not been provided by the end of a calendar year, or in other related
  special circumstances, the parties shall negotiate in good faith to determine
  an equitable increase or decrease to the S-EBIT based on the circumstances
  involved in each case.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5. | S-EBIT shall
  not include any allocations of costs or expenses of or from Purchaser or any
  of its affiliates other than the Company, including without limitation,
  management fees and corporate overhead expenses. However, it is agreed that
  the hereby listed types of expenses of or from Purchaser (as defined below in
  Section 5(vii) for purposes of this Schedule 1.3), to the extent they are
  related to the Companys Core Business segment, shall be taken into
  consideration in the S-EBIT calculation as follows:                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (i)          To
  the extent that Purchaser performs services for the Company which are of a
  type ordinarily purchased by Company in its ordinary course of business and
  with the approval of Mr. Ruetz, which shall not be unreasonably withheld, the
  Company shall be charged an allocable portion of the compensation of
  Purchasers employees who perform such services and other direct costs
  related to those services,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|   | (ii)          In
  the event that Purchaser incurs out-of-pocket expenses on behalf of the
  Company with the approval of Mr. Ruetz, which shall not be unreasonably
  withheld, the Company shall be charged for those expenses,                                                                                                                                                                                                                                                                                                                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (iii)          In
  the event that billable employees or consultants of Purchaser work on projects
  of the Company, with the approval of Mr. Ruetz, which shall not be
  unreasonably withheld, the Company shall be charged with the compensation of
  such individuals and other direct costs related to the services,                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (iv)          Any
  commissions paid to Crystal and/or any of its affiliated companies according
  to service or finders fee commission agreement between the Company and
  Crystal and/or its affiliates will be charged to the Company, to the extent
  such commissions are not inconsistent with Section 8 below,                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (v)          An
  allocable portion of all bonus payments or commissions paid by the Company to
  its employees and agents (excluding any amounts paid to Robert Ruetz), shall
  be an expense of the Company included in the S-EBIT calculation to the extent
  that the bonus relates to services performed for or on behalf of the
  Companys Core Business Segment.  For
  the avoidance of doubt, only portions of bonus payments and commissions that
  are related to the Companys Core Business Segment will be taken into account
  in calculating the S-EBIT.                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (vi)          All
  license fees payable to third parties for software used for the purpose of
  the Companys Core Business Segment will be charged to the Company when
  determining the S-EBIT. Any license fees payable to third parties for
  software not used for the purpose of the Companys Core Business Segment will
  not be charged to the Company when determining S-EBIT.  In the event that there are license fees
  payable to the Purchaser for software, the parties agree to negotiate in good
  faith the amount of such fees, prior to the beginning of the relevant
  project.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (vii)          For
  the purpose of this Schedule 1.3, the term Purchaser includes Crystal
  America, Inc. and any of its owners or subsidiaries or affiliates which share
  common ownership.                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|6. | The parties
  agree that no portion of interest or principal payments made under the Notes
  (as defined in Section 5.5 of the Agreement) or under any other intercompany
  indebtedness, nor any expenses related to Purchasers review of any S-EBIT
  Report shall be a charge of the Company or otherwise reduce S-EBIT.                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|7. | The expense
  of payroll, billing and other administrative services provided to the Company
  by the Purchaser or its affiliates in excess of the cost for which those
  services could be performed by the Company shall be excluded from S-EBIT.                                                                                                                                                                                                                                                                                                                                                    

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|8.  | Gains and
  losses from the sale, disposition or destruction of assets shall be excluded,
  including, without limitation, gains and losses from the sale of marketable
  securities.                                                                                                                                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9.  | Debits or
  credits classified as extraordinary expenses or gains, in each case
  determined in accordance with generally accepted accounting principles, shall
  be excluded from the S-EBIT determination.                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10. | S-EBIT shall
  be increased by non-recurring expenses and decreased by non-recurring gains,
  in each case determined in accordance with generally accepted accounting
  principles.                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|11. | The costs,
  expenses of and fees related to amending the Companys articles of
  incorporation or reincorporating and chartering the Company in a state other
  than Indiana which are in excess of such costs, expenses or fees that would
  have been incurred if the Company remained an Indiana corporation shall not
  be charged to the Company when determining S-EBIT.                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|12. | No expense
  related to any modification or amendment to the Commission Agreement, MOU or
  any other agreement between the Company and Purchaser shall be considered a
  charge to the benefit, or expense, of the Company when determining S-EBIT,
  unless such change, modification or agreement is of the type typically made
  by Company in the ordinary course of its business, consistent with past
  practices, and is approved by Robert Ruetz and Purchaser which shall not be unreasonably
  withheld.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|13. | An amount
  equal to 37.5% of all commissions paid by ICG to Purchaser or any other
  affiliate of Purchaser related to the Barmenia transaction during 2002 shall
  be added to and increase S-EBIT for 2003 to account for a retroactive
  reduction of the commission percentage due to Crystal from 8% to 5%. Payments
  due to Purchaser related to the Barmenia transaction after the year 2002
  shall be 5% plus a 3% commission for Mr. Feldhaiem.                                                        



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